Suncor Energy Inc. | Report governance and oversight of climate-related risks at Suncor Energy Inc.

Status
AGM passed
AGM date
Previous AGM date
Resolution details
Company ticker
SU:CN
Lead filer
British Columbia Investment Management Corporation (Delisted)
Resolution ask
Report on or disclose
ESG theme
  • Environment
ESG sub-theme
  • Climate change
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Energy
Company HQ country
Canada
Resolved clause
Shareholders of Suncor Energy Inc. request that the Board of Directors of the Corporation prepare a report detailing the company’s governance and oversight of its climate-related risks. The report should align with the climate-related governance indicators of internationally recognized standards such as the International Financial Reporting Standards (IFRS) S2 or the Canadian Sustainability Disclosure Standard (CSDS 2) building on the widely accepted recommendations of the Task Force on Climate related Financial Disclosures (TCFD). Shareholders request that the report cover the governance processes, controls and procedures the company uses to monitor, manage and oversee climate-related risks and opportunities, such as: • whichgovernance body(ies) or individual(s) are responsible; • how responsibilities are reflected in board committee mandates and terms of reference; • how it is determined whether appropriate skills and competencies are available; • how and how often information is shared; • if and how target setting and associated progress is overseen and monitored; • how performance metrics are included in executive compensation; and, • how responsibilities are split between management and the board. The report should be made available prior to the Corporation’s 2027 annual general meeting.
Supporting statement
Suncor currently has limited climate-related disclosures including on governance. Yet, the company operates in an emissions-intensive industry and identifies carbon as one of its Principal Risks in its Annual Risk Review. Shareholders require reliable, objective, consistent, comparable, and timely data to make informed investment decisions and to understand the potential impacts of climate-related risks and opportunities on investee companies and investment portfolios. The company’s 2025 Proxy Circular identifies the entire board as responsible for the oversight of carbon risk. It also assesses every board director as having significant experience in Environment, Health and Safety, including climate risk management, but there are no details on the criteria used to assess this competency. Compared to Canadian oilsands peers such as Cenovus Energy and Canadian Natural Resources, Suncor lacks explicit language related to carbon risk governance in committee charters and lacks a standalone Climate & Emissions expertise area as part of its director skills matrix. The Climate Action 100+ Net Zero Company Benchmark assesses the company as not disclosing clear evidence of Board or Board committee oversight of climate change risks, lagging the assessment of 11 out of 12 other North American oil & gas companies covered by CA100+ on this indicator. The International Sustainability Standards Board (ISSB) published IFRS S2, which was adapted by the Canadian Sustainability Standards Board (CSSB) to CSDS 2. Suncor was afinancial contributor to the proposed ISSB headquarters in Canada and a company representative was a CSSB implementation committee member. Nearly 40 jurisdictions accounting for almost 60% of global GDP are adopting or otherwise using the ISSB Standards(1). The requested disclosure would be in line with Suncor’s long history of TCFD-aligned reporting and would provide shareholders with the information required to assess the management of a self-identified principal risk to the company. Weask shareholders to vote FOR this proposal. (1) https://www.ifrs.org/news-and-events/news/2025/11/sustainability-symposium-2025-key-takeaways/

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